ex4p7.htm


    
      Exhibit
4.7

      EXECUTION
COPY

    

    
      


    

    
      

      

    

    
      


      
        
          
            

          

        

      

    

     

    CENVEO
CORPORATION

    (f/k/a
MAIL-WELL I CORPORATION)

    


    the
GUARANTORS named in Schedule I hereto

    


    and

    


    U.S. BANK
NATIONAL ASSOCIATION,

    as
Trustee

    
      
        


        
          
            
              

SIXTH
SUPPLEMENTAL INDENTURE

          

        

      

    

    
      Supplementing
the Indenture of 

      February
4, 2004

      


    

    
      
        
          

        

      



     

    Dated as
of April 16, 2008

    


    77⁄8%
SENIOR SUBORDINATED NOTES DUE 2013

    
 

    
      


      
        

        

      

    

    



    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    


     

    THIS
SIXTH SUPPLEMENTAL INDENTURE, dated as of April 16, 2008, is among Cenveo
Corporation, a Delaware corporation (f/k/a Mail-Well I Corporation) (the “Company”), the Guarantors (as
defined herein) listed on Schedule I hereto (each a “Guarantor” and collectively
the “Guarantors”), and
U.S. Bank National Association, as trustee (the “Trustee”).

     

    WHEREAS,
in connection with the issuance by the Company of its 77⁄8% Senior Subordinated
Notes due 2013 (the “Notes”), in the aggregate
principal amount of $320,000,000, the Company and the Trustee entered into an
indenture dated as of February 4, 2004 (as supplemented by the First
Supplemental Indenture dated as of June 21, 2006, the Second Supplemental
Indenture dated as of August 11, 2006, the Third Supplemental Indenture dated as
of March 7, 2007, the Fourth Supplemental Indenture dated as of July 9,
2007 and the Fifth Supplemental Indenture dated as of August 30, 2007, the “Indenture”); and

     

    WHEREAS,
Section 9.01 of the Indenture provides that the Company, the Guarantors and the
Trustee may amend or supplement the Indenture and the Notes without the consent
of any holder of any outstanding Notes; and

     

    WHEREAS,
the Company has authorized the execution and delivery of this Sixth Supplemental
Indenture; and

     

    WHEREAS,
all things necessary to make this Sixth Supplemental Indenture a valid agreement
of the Company, the Guarantors and the Trustee have been done.

     

    NOW
THEREFORE, WITNESSETH, that, for and in consideration of the premises, and in
order to comply with the terms of Section 4.15 and Article Nine of the
Indenture, the Company agrees with the Guarantors and the Trustee as
follows:

     

    ARTICLE
1.

    ADDITION
OF GUARANTORS

     

    
      	
              SECTION
      1.01.

            	
              ADDITIONAL
      GUARANTORS

            


    

     

    Effective
as of the Operative Date (as hereinafter defined), in accordance with the terms
of the Indenture, each of Rex Corporation and 136 Eastport Road, LLC (each an
“Additional Guarantor”
and collectively the “Additional Guarantors”) hereby
agrees (a) to become a Guarantor in respect of the Notes and the other
obligations of the Company guaranteed by the Guarantors pursuant to Article 11
of the Indenture, with the same force and effect as if it were an original party
to the Indenture in such capacity, (b) that each reference in the Indenture to a
“Guarantor” shall also mean and be a reference to such Additional Guarantor, and
(c) to be obligated and bound by all the terms, provisions and covenants under
the Indenture (including, without limitation, Article 11 thereof) which are
binding on a Guarantor.

     

    The
obligations of the Additional Guarantors to the Holders of the Notes and to the
Trustee pursuant to the Note Guarantee are expressly subordinated to the extent
set forth in Article 10 of the Indenture and reference is hereby made to the
Indenture for the precise terms of such subordination.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
2.

    MISCELLANEOUS

     

    
      	
              SECTION
      2.01.

            	
              OPERATIVE
      DATE

            


    

     

    This
Sixth Supplemental Indenture is effective when executed (the “Operative Date”).

     

    
      	
              SECTION
      2.02.

            	
              COUNTERPART
      ORIGINALS

            


    

     

    The
parties may sign any number of copies of this Sixth Supplemental
Indenture.  Each signed copy shall be an original, but all of them
together shall constitute the same agreement.

     

    
      	
              SECTION
      2.03.

            	
              GOVERNING
      LAW

            


    

     

    This
Sixth Supplemental Indenture shall be governed by and construed in accordance
with the laws of the State of New York, without regard to its conflicts of laws
principles.

     

    
      	
              SECTION
      2.04.

            	
              TRUSTEE’S
      DISCLAIMER

            


    

     

    The
recitals contained herein shall be taken as the statements of the Company, and
the Trustee assumes no responsibility for their correctness.  The
Trustee makes no representation as to the validity or sufficiency of this Sixth
Supplemental Indenture.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


     

    IN
WITNESS WHEREOF, the parties hereto have caused this Sixth Supplemental
Indenture to be duly executed, all as of the date and year first written
above.

     

    CENVEO
CORPORATION

     

    By:          /s/
Mark S.
Hiltwein                         


    Name: Mark
S. Hiltwein

    Title: Chief
Financial Officer

    


    


    EACH
ENTITY LISTED ON SCHEDULE I HERETO

    


     

    By:          /s/
Mark S.
Hiltwein                         


    Name:
Mark S. Hiltwein

    Title:
Chief Financial Officer

    


     

    U.S. BANK
NATIONAL ASSOCIATION

     

    


    By: /s/ Susan
Freedman                                    


    Name: Susan
Freedman

    Title: Vice
President

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              SCHEDULE
      I

            


    

     

    Cenveo,
Inc.

    Discount
Labels, LLC

    Cenveo
Alberta Finance LP

    Cenveo
Government Printing, Inc.

    Cenveo
Services, LLC

    McLaren
Morris & Todd Company

    MM&T
Packaging Company

    Cenveo
Commercial Ohio, LLC

    Cenveo
Resale Ohio, LLC

    Cenveo
Omemee LLC

    Colorhouse
China, Inc.

    MMTP
Holdings, Inc.

    CRX JV,
LLC

    CRX
Holding, Inc.

    Rx
Technology Corp.

    
      RX JV
Holding, Inc.

      
        PC Ink
Corp.

        
          Printegra
Corporation

          
            Cadmus
Printing Group, Inc.

            
              Washburn
Graphics, Inc.

              
                Cadmus
Journal Services, Inc.

                
                  Cadmus
Financial Distribution, Inc.

                  
                    Cadmus
Technology Solutions, Inc.

                    
                      Garamond/Pridemark
Press, Inc.

                      
                        Cadmus
Delaware, Inc.

                        
                          Cadmus
UK, Inc.

                          
                            Expert
Graphics, Inc.

                            
                              Cadmus
Government Publication Services, Inc.

                              
                                Cadmus
Marketing Group, Inc.

                                
                                  American
Graphics, Inc.

                                  
                                    Cadmus
Direct Marketing, Inc.

                                    
                                      Cadmus
Interactive, Inc.

                                      
                                        Cadmus
Marketing, Inc.

                                        
                                          Cadmus/O’Keefe
Marketing, Inc.

                                          
                                            Old TSI,
Inc.

                                            
                                              Cadmus
Investments, LLC

                                              
                                                Port City
Press, Inc.

                                                
                                                  Science
Craftsman Incorporated

                                                  
                                                    Cadmus
International Holdings, Inc.

                                                    
                                                      CDMS
Management, LLC,

                                                      
                                                        Vaughan
Printers Inc.

                                                        
                                                          VSUB
Holding Company

                                                          
                                                            Madison/Graham
ColorGraphics, Inc.

                                                            
                                                              Madison/Graham
ColorGraphics Interstate Services, Inc.

                                                              
                                                                Commercial
Envelope Manufacturing Co., Inc.

                                                                 

                                                                
                                                                  
                                                                     

                                                                  

                                                                  
                                                                     

                                                                    
                                                                      

                                                                    

                                                                  

                                                                  
                                                                     

                                                                  

                                                                

                                                                
                                                                   

                                                                  Berlin
& Jones Co., LLC

                                                                  
                                                                    Heinrich
Envelope, LLC

                                                                    
                                                                      Cenveo
CEM, LLC

                                                                      
                                                                        Cenveo
CEM, Inc.

                                                                        
                                                                          CNMW
Investments, Inc.

                                                                          
                                                                            Rex
Corporation

                                                                            
                                                                              136
Eastport Road,
LLC